X8: Mind Wars
by CPO Backstreet
Summary: Part 5 of my post-X3 series. When the X-Men defeat an old enemy of Xavier's, they believe their work is done. But then they find themselves facing the most implacable and insidious foe they have yet encountered.
1. Chapter 1

**So this is the fifth of my stories carrying on from the film trilogy and ignoring the prequels. I gather there is actually going to be another film picking up on these characters, which will probably make this series even more obsolete than it already is, but until then, reading of the previous four is recommended.**

* * *

**CHAPTER 1**

The boy worked his way nimbly through the crowds. He was experienced by now, knowing just how to look like an ordinary nine-year-old, rushing around without drawing attention from anyone. He bumped into a rich-looking gentleman, extracting his wallet from his pocket with an expert hand while proclaiming "Sorry, mister" in a loud voice. Then he ran on, a broad smile on his face at his find.

"Do not be complacent, Javier,"came the voice in his head.

Javier's smile vanished immediately. He knew the owner of the voice well, knew what he did to those who displeased him. "Sorry, sir,"he whispered.

"Do not apologise. Learn from your mistakes. No delays. To work."

Javier hurried on, seeking out his next target. He knew the consequences if he failed.

* * *

Wolverine pulled awkwardly at the collar of his tux as they entered the restaurant. "Why did we have to wear this?"

Gambit, who, annoyingly, seemed to be pulling off the look, patted him on the shoulder. "Be cheerful, my friend. You look good."

Wolverine looked at Storm, who was looking as stunning as ever in her cocktail dress. "Why did the Professor send us to do this?"

"I don't know,"she admitted. "He was a bit vague. Said there was something he was working on." She looked around at all the tables. "There they are." She gave Wolverine a severe look. "Arm." Wolverine offered her his arm as instructed and couldn't help breaking into a smile. He led her towards the table she'd indicated.

Their dining companions stood up as they approached: Beast, Havok and a green-haired woman they didn't know. Beast smiled at his old friends. "Logan, Ororo. Glad you could make it."

Gambit's eyes were fixed on the woman. "And who is this delightful creature?"

The woman blushed slightly at the declaration. "Lorna. Lorna Danes."

Gambit took her hand and kissed it. "Enchante, mademoiselle."

"She's with me,"Havok added pointedly.

"Now, now, Alex,"Beast scolded him. "Let us remain courteous."

The group took their seats. Wolverine looked across at Lorna. "What's with the hair?" Storm gave him a pointed dig in the ribs. "It's what everyone else was thinking."

"What's with yours?"Lorna responded.

Gambit smirked. "Touche, mon ami."

"Actually, it's my natural hair colour,"Lorna continued.

Storm looked at her in interest. "You're a mutant."

Lorna gestured to the place set in front of her and all her cutlery floated into the air. As did all the other cutlery on the table.

"Telekinesis?"Storm asked.

Lorna shook her head. "I can only move metal."

"I've been trying to convince Lorna to join X-Factor since she and Alex met,"Beast observed. "Sadly, to no avail."

"Maybe you could join the X-Men,"Storm suggested.

"How fascinating." Everyone looked at Gambit, who was purusing the menu. "Tandoori chicken for starters."

* * *

Javier placed a large bag into the outstretched hand. A large man in a turban, dressed in a white suit and sunglasses, weighed the contents, not bothering to look inside. After a moment, he nodded and Javier gave a sigh of relief. It was when Amahl Farouk took a close interest in you that you had to worry.

Farouk went over the rest of the children, boys and girls around Javier's age, accepting their day's takings in turn, giving each the curt nod of approval. Until he came to Fraco, always one of the more nervous of the group. Shaking, Fraco handed out a single wallet. Farouk looked down at it and looked back at Fraco, his eyes growing colder by the second.

"It was difficult,"Fraco stammered. "They kept watching me, getting suspicious. I didn't want to get caught, I…I know how you'd feel about that."

"No excuses,"Farouk snapped. "I have fed you and clothed you. I demand payment." He smiled, the most terrifying thing he ever did. "And I shall have it."

"No…no…" Fraco screamed, clutching his head. Javier knew what was happening to him, they had all experienced it. In his head, Fraco was suffering the worst pains and torments anyone could imagine and others that only Farouk would ever imagine. It was an onslaught that even the hardiest couldn't suffer for long. Fraco dropped dead at his feet.

Farouk moved on to the next child in line.

* * *

Professor X, sat at the controls of the grounded X-Jet, scowled as he sensed the boy's death. One more senseless killing to add to a lifetime. He cursed that they had arrived too late to save the boy but it sharpened his resolve to put an end to it. "Now, Rogue,"he stated telepathically.

* * *

Outside the building, Rogue heard the message and turned to those with her – Iceman, Kitty, Angel and Jubilee. "Let's move in."


	2. Chapter 2

**My thanks to everyone who's favourited or followed this or who has left a comment. Looking at what's left of the X-Men's rogues' gallery, the Shadow King did seem the obvious next choice. Hope people approve.**

* * *

**CHAPTER 2**

Farouk looked round as the X-Men burst in, startled for a moment. Then he relaxed. "I believe you just came in the wrong door."

"No,"Rogue replied. "We got the right one."

Bobby stepped to her side. "We were looking for you."

Kitty's attention was drawn to the children still standing in the middle of Farouk's hideaway, looking confused. "Kids, get out of the way,"she told them. They seemed to rooted to the spot for a moment before realising what was about to happen and scampering for cover.

"There's no need for panic,"Farouk replied. "This won't take long." He concentrated hard.

The five X-Men felt as if their brains were on fire, searing pain worse than anything they had experienced before bursting through their minds. They clutched their heads, moaning in agony, unable to bear it any longer…

And then the pain stopped.

Farouk looked confused until he heard the voice in his head. "Not this time, Farouk."

Farouk looked round in shock, recognising the voice. "Xavier? What are you doing?"

"My mind is holding yours in check,"Xavier replied. "You can't use your powers. X-Men?"

"Now,"Rogue snapped. "Bobby, Jubes, hit him!"

Jubilee began hurling her fireworks, blasting Farouk, who staggered back from the impact. Bobby fired off a stream of ice. Farouk raised a hand to protect himself and found his arm encased, the searing cold burning into his flesh.

"Warren, Kitty,"Rogue instructed.

Angel grabbed hold of Kitty and took off. Kitty phased them both, allowing them to pass through Bobby and Jubilee's line of fire unharmed. She made them solid again just as they reached Farouk and Angel kicked him in the chest, knocking him back into the wall.

Farouk landed next to a wall mounting containing a series of ceremonial weapons. He grabbed an axe and hurled it at the X-Men, causing them to dive aside. Jubilee attempted to hurl more fireworks but they went wild.

"Look for a clear target,"Rogue snapped. "You'll hit the rest of us." Jubilee glared at her. Rogue dived for where the axe had landed, spun round and hurled it. It went straight through Farouk's turban and embedded itself in the front of his head. He toppled to the floor and lay still.

"Did we just win?"Kitty asked.

"Well, I can't see any sign of the other side making a counter play,"Warren remarked.

Rogue turned to the children, still cowering in a corner. "You're free now,"she told them.

Javier blinked at her. "To do what?"

Rogue faltered, unsure how to respond. "Well…if nothing else, you get to keep what you steal."

"Or maybe there's somewhere else where you can find a roof over your heads,"Kitty added. "You might be surprised."

* * *

Wolverine, Storm and Gambit arrived back at the mansion. "Professor?"Storm called. "We're back."

To the trio's surprise, instead of Professor X appearing, it was Cable and Bishop who emerged from the direction of the office. "The Professor's gone out,"Cable explained. "He took Rogue and most of the team with him."

"He left you two in charge?"Wolverine asked with a slightly bemused tone of voice.

"And me,"interjected Leech, poking his head round the lounge door. His fellow X-Men looked at him for a moment, then turned away.

"The Professor picked up a signal on Cerebro,"Bishop explained. "He felt it needed immediate attention."

"When exactly did he receive this signal?"Gambit asked. "Because it seems strange that he should send us to keep an appointment for him without knowing his attention would be needed elsewhere."

Storm picked up on the implication of the question. "The Professor knew about this before we left? Why wouldn't he tell us?"

"We didn't ask,"Bishop admitted.

"You two really need to stop playing the good soldier,"Wolverine sighed.

"Maybe you could ask the Professor,"Leech noted. "The Blackbird's just landed."

Rogue, Iceman, Angel, Kitty and Jubilee appeared from the direction of the landing silo. Jubilee went over to Gambit and gave him a kiss of greeting. Rogue kissed Wolverine on the cheek. "Hi, Logan,"she greeted him absently before turning towards the stairs. "Dani!"

Danielle Moonstar, one of the older students, appeared on the landing. "Hey, Rogue, welcome back."

"How's she been?"

"Good as gold."

Rogue smiled at Bobby and the pair of them headed upstairs.

Kitty and Angel drew off to one side as Professor X appeared. He looked the group over. "I trust everything has gone well in my absence?"

Storm stepped towards him angrily. "What the heck's going on, Professor? Logan and I are supposed to lead the X-Men in the field. Why did you keep us out of this?"

Xavier took her shoulders as gently as he could in his robotic body and looked her in the eye, speaking softly. "Ororo. Amahl Farouk is dead."

Storm felt as if she'd been hit, a massive sucker blow to her body. She pulled away and ran past him, disappearing down the corridor.


	3. Chapter 3

**CHAPTER 3**

Storm stood alone in one of the darkened classrooms. A maelstrom of thoughts was going through her head, a mass of conflicting feelings and painful memories. She just wanted to be alone but the footsteps behind her told her she wasn't going to get her wish. She heard them stop just inside the door, followed by the sound of a match being struck and the unmistakeable smell of a lit cigarette.

"You want to talk?"Gambit asked.

Storm threw a look over her shoulder and smiled awkwardly. "I suppose everyone's talking about it now. The unflappable Miss Monroe does a runner. Not something they ever expected to see."

"I think everyone's been through enough together to understand. Well, maybe not understand exactly. Who is this Amahl Farouk?"

Storm was silent for a moment. "When I was seven years old, my parents died,"she said at last. "My home burnt down, I had nothing left in the world but the clothes I was wearing. I ended up on the street and I became a thief."

Gambit nodded approvingly. "I didn't realise you had it in you."

"This wasn't a noble profession. I was working for Farouk."

"Who was..?"

"A mutant. One of the most cruel and evil people I've ever met. He took innocent children and made it his mission to corrupt them. He didn't need us to steal for him, it was just about power. And if anyone failed him, ceased to amuse him, then he'd kill them by mental force alone, kill their brains stone dead. We all felt it at one time or another, him hurting us with his mind, as punishment or just for fun."

Gambit looked at her sympathetically. "What happened?"

"The Professor got me out of there, brought me here. Made me an X-Man. But I never forgot what the evil one put me through. I thought I'd bring him to justice one day but now he's dead. And I wasn't there. I don't know if I should be pleased or not."

"Takes a lot to be pleased that someone's dead. Although sometimes it can be very easy. You know where I'll be if you need to talk further?"

Storm nodded. "I just want to be alone for a bit. If you see Logan…"

"I shall tell him exactly where to find you. I think his presence would be quite beneficial."

Storm shrugged. "Perhaps."

Gambit headed out of the classroom, back towards the entrance hall. Most of the crowd that had been there before had dispersed but Kitty was still waiting. "Remy."

Gambit looked at her in amusement. "Were you waiting for me, cherie?"

"I kind of need your help. Farouk had a bunch of kids working for him, Mexicans mostly. They're pretty much on their own now. I just thought, well, you know people…"

Gambit nodded. "I take your point, cherie. I will do my best to look into it. In the morning."

* * *

Wolverine brought a fist down on the desk angrily. "You wanna tell me what you were playing at?"

Xavier looked down at the fist and raised an eyebrow. "Do you mind keeping your claws sheathed when you do that?"

Wolverine looked down at his fist. He hadn't even realised the claws were out. "Oh. Yeah. Sorry." He retracted them then turned back to Xavier. "This was personal for Storm, you know that."

"That is precisely why I excluded her from the mission. I felt that her judgement may have been compromised by her personal feelings. Perhaps I was in error. It wouldn't be the first time."

Logan continued to glare at him broodily. "And what about me, huh? You think I'd let my personal feelings get in the way?"

"I'm sure you'd have handled the situation in your usual calm, measured way."

Logan had been pacing the length of the office but stopped at the remark and raised an eyebrow. "You're making jokes?"

"I believed your best place was with Storm. I also believed that in my absence the two of you would be the best to represent the X-Men."

"Flattery now? Yeah, that'll work…"

"In addition, Rogue and Bobby functioned perfectly adequately as field leaders."

Wolverine shrugged. "They're good kids."

"Not such kids anymore. They're growing up, all of them. They're no longer students here, they're fully-fledged members of the team."

"So you're thinking of putting us out to pasture?"

"By no means. But I believe the time comes when we all need to put the past in the past and move on."

"You think that applies to Storm?"

Xavier spread his hands. "Who can say? But this seems a good chance for her to lay a certain ghost to rest."

* * *

Farouk's body lay where it had fallen, unmourned, unclaimed. But if there had been anyone observing, they would have seen wisps of smoke beginning to leave the body. A thick cloud of grey-brown mist formed. And slowly a face began to appear in it, the expression malevolent, the mouth open in a silent laugh. And then it was gone, the smoke dissipating in the air. But it was not gone for good.


	4. Chapter 4

**CHAPTER 4**

Bobby was cradling Harmony, his and Rogue's daughter, in his arms. "And then Mummy hurled the axe at the bad man's head and he went splat."

"She doesn't need to know that, Bobby,"Rogue complained as she clambered into bed behind him.

"She's probably the only kid whose bedtime stories are real."

"That just means she'll experience them for real when she grows up."

Bobby laid Harmony down in her cot before climbing into bed alongside his girlfriend. "Are you feeling okay? You're not worrying about anything?"

She shrugged. "Just wondering how long we're going to do this for."

"Being X-Men you mean?"

"I guess so. I mean, I'm not even a mutant. I'm only managing to keep pace with the rest of you by the skin of my teeth. Are we going to carry on with this crusade the rest of our lives? Make it Harmony's crusade as well?"

Bobby was aware that the thought had been playing on her mind for a long time. If he was honest, it played on his as well. "I guess. Rogue, you've been doing this for longer than any of us. Even if you're not a mutant anymore, people look to you for guidance."

"So what, you're saying I owe it to them not to quit?"

"Maybe."

"Peter and Therese quit."

"They only went as far as X-Factor."

"I just think Harmony would rather have a mother that's there for her rather than one that's still trying to be a superhero."

"Well what about those kids from tonight?"Bobby asked. "The ones Farouk was exploiting? Do you think their families would rather we helped them or not?"

Rogue mulled the question over for a moment. "Good point."

Bobby kissed her lightly on the lips and she cuddled up to him. "Let's sleep on it, okay?"

* * *

Gambit looked closely at Jubilee, who was standing near the bed, facing away from him. "Is something the matter?"he asked her.

"What makes you ask that?"she returned.

"Just an observation."

She turned round and pushed him into a chair, sitting astride him and kissing him passionately. "Then maybe you should make me feel better,"she suggested.

"Tempting,"he observed. "But I doubt it will help with the real problem."

Jubilee sighed and sat back. Gambit took her hands and waited. "I miss Therese,"she said at last.

"That is to be expected."

"Is it? I didn't expect it. I didn't expect any of this. For years, all the two of us wanted to do was to become X-Men. And now she's gone and she wanted me to go with her. I didn't even think about saying yes, I thought this was what I wanted. But now…now I'm stuck here with no friends, except you."

"There's Kitty and Rogue."

Jubilee shook her head. "We've never really been that close."

"Maybe this is your chance."

Jubilee was silent for a while. "Remy…if I did leave, would you come with me?"

Gambit sighed. He reached up and ran his fingers through her hair, brushing stray strands away from her face. "The only places where I've felt at home in a long time,"he replied,"are at this mansion and with you. If I had to choose between them…I'm not sure which one I'd choose." He saw Jubilee sag with disappointment. "Maybe you'll grow to like it here again and neither of us will have to choose?"he suggested.

Jubilee shrugged. "Maybe."

* * *

Morning sunlight was streaming over X-Factor's training facility. Havok looked through a glass window at the large open air arena where the rest of the team were waiting: Strong Guy, Multiple Man, Wolfsbane, Colossus and Siryn. He turned to Lorna. "You're sure you want to do this?"

"Not really. But I've never used my powers like this before. It might be fun."

Havok nodded. "We'll be attacking you but we'll be pulling our punches. No-one's going to try and hurt you, okay?" He gave her a quick kiss. "I'll see you down there when you're ready."

Lorna waited for him to go then took a series of deep breaths, trying to calm herself. She knew that Havok wanted her to join X-Factor and, while she wasn't at all sure it was what she wanted, she couldn't help feeling she'd be diminished in his eyes if she didn't at least try and prove herself to them.

As she turned to head down to the arena, she was stopped short in her tracks by the grey/brown cloud that had suddenly appeared in front of her. She stared at it for a moment, then it shot into her body, entering her nose, mouth and eyes. Her head whipped back in shock and then it was over. And Lorna Dane smiled a cruel smile.

* * *

Havok saw Lorna descend the stairs into the arena. There was something different about her demeanour, he noticed. He had expected her to be nervous but instead she was the exact opposite: Confident, almost cocky. He wondered if it was an act.

"Shall we begin?"she asked.

"Have you got a codename?"Multiple Man asked. "Everyone should have a codename."

She thought for a moment. "Magnetrix? No. No, Polaris."

"Sounds good,"Multiple Man agreed. "Well, cop this, Polaris." He split off five duplicates of himself which surrounded her.

"Neat trick,"Polaris observed. "Try this one." She uprooted a girder from the edge of the stadium and landed it on one of the duplicates, crushing the copy to death.

"Careful,"Strong Guy warned.

"There's plenty more of him,"Polaris retorted. "Only one of you though." She flicked the girder off the duplicate magnetically and hurled it at Strong Guy. He was knocked off his feet but managed to take the weight and lift it off himself.

Colossus changed to his metal form. Polaris smiled maliciously. "Do you really think that was a good idea?" She used her magnetic powers on him, freezing him in place and then forcing him to his knees, pulling his arms away from his body until his face contorted in pain.

"Peter!"Siryn cried, shocked at seeing her boyfriend tortured. She sent out a sonic scream. Polaris clapped her hands over her ears but had enough control to rip a bar off the girder and hurl it at Siryn. It struck the girl on the head, knocking her out.

Wolfsbane changed into her half wolf mode and leapt at Polaris, knocking her down. "Rahne, don't hurt her!"Havok shouted.

"Are you serious?"Multiple Man demanded. "Alex, she's trying to kill us!"

Polaris managed to generate a magnetic charge that hurled Wolfsbane back. She pulled another bar off the girder, twisting its shape in mid air so it wrapped around Wolfsbane's neck. The wolf girl struggled to free herself. "Do not touch me in that way,"Polaris snarled.

"Lorna, stop!"Havok cried in horror. Getting no response, he fired the lowest intensity laser burst he could manage. It struck Polaris, causing her to lose her concentration and allowing Wolfsbane to rip the garotte free.

Polaris turned towards Havok…and smoke began to seep out of her eyes and mouth, forming a cloud in front of her. The cloud formed into a face, its eyes full of anger and cruelty. "Do not set yourselves against me,"a male voice intoned. Then it flew back into Polaris. She smiled in triumph and then took off into the sky, disappearing from view.


	5. Chapter 5

**Thank you to everyone who's left a comment on this or one of my previous stories in this series. Hope you like where it goes.**

* * *

**CHAPTER 5**

Beast kept his finger poised over the remote control as the screen on his office wall played the security footage of X-Factor's battle with Polaris. He watched as the smoke began to pour out of her, waited until the face had formed, and then paused the recording. "There."

His guests – Professor Xavier, Storm, Wolverine and Rogue – all leaned forward to get a better look. "Astonishing,"Xavier remarked.

"What is it?"Rogue asked.

"I don't know. We've dealt with mutants in the past but this…this is something else. An…entity."

Storm had a cold feeling that she couldn't explain. Even just looking at the image sent shivers down her spine. "It's evil,"she murmured.

"Well, it certainly ain't pretty,"Wolverine agreed.

"How do we fight something like that?"Rogue wondered.

"Perhaps the question is how does it fight us,"Beast argued. "It used Lorna Dane, or Polaris as it seems to have named her, to do its fighting before."

"It's hard to imagine her doing all this by herself,"Storm agreed.

"So how do we find her?"Wolverine asked.

"That is where I was hoping to use your help,"Beast replied.

"You want to use Cerebro,"Xavier realised.

Beast nodded. "Whether this creature is a mutant or not, Lorna Dane is. We should be able to track her."

"Very well,"Xavier agreed. "Assemble the rest of X-Factor and we'll head to the mansion."

* * *

Beast and Wolverine stood either side of Professor X as he sat strapped into Cerebro. He shot both of them annoyed looks. "This won't go any better with the two of you watching over my shoulder. It could be considered a distraction."

"Pretend we're not here,"Wolverine suggested.

"Even my mental powers aren't that advanced. Perhaps you should wait with the others?"

"It's been my experience,"Beast remarked,"that this part is over with rather quickly."

"You know me too well, Hank." Xavier closed his eyes. "I'll try not to disappoint you."

* * *

A large crowd of X-Men and X-Factor members were crammed into the mansion's front room, some of them having been quick enough to grab the seats, others leaning against walls, perching on furniture or standing where there was a space. Jubilee sidled over to where Colossus and Siryn were standing. "So how's life in X-Factor treating you?"she asked.

"Good,"Colossus confirmed.

"It was pretty quiet until Alex's girlfriend decided to go crazy on us,"Siryn noted. "I take it things have been a bit more active for you."

Jubilee sighed. "It's been intense. They've been drilling us hard, in case what's left of the Brotherhood after Pyro died shows up. Only the other day we had this battle."

"Offer to join us is still open."

Jubilee glanced over at Gambit, who was leaning against the fireplace and flicking through a pack of cards. He realised he was the subject of attention and smiled at her. She returned the smile and looked back at Siryn. "I'll think about it."

Rogue was cuddled up to Bobby on the sofa but she couldn't help looking over at Storm, who was sitting on her own. With a whispered apology to her boyfriend, she went across to the older woman. "Are you okay? You seem kind of quiet."

Storm was silent, considering her answer. "Rogue, have you ever felt like someone's walked over your grave?"

"Maybe. Why?"

"Because that's how I felt when I saw that image. I've got this awful feeling about this and I don't know why." She forced a smile. "Maybe some of Jean's psychic powers rubbed off on me."

"Should talk to Cable. See if it's genetic."

The room fell silent suddenly as Professor X, Wolverine and Beast re-entered the room. Beast hung a map on the wall, showing a section of a city, and gestured to an area on it. "We believe Lorna Dane is here."

"What's there?"Gambit asked.

"A shopping mall." There was a murmur of annoyance, as if everyone thought Beast was joking. "Or at least it will be,"he amended. "It's under construction. Mostly complete but work has been suspended for the moment."

"The perfect hiding place,"Havok realised.

"We will split up to search it,"Professor X noted. "Beast, Havok, Kitty and myself will search this section here. Storm will take Gambit, Jubilee, Siryn and Wolfsbane and search here. Wolverine will take Cable, Rogue, Bobby and Multiple Man and search here. And, Bishop, you will take Angel, Colossus, Leech and Strong Guy and search here."

"Me?"Bishop repeated. "Surely Warren and Peter have more experience, they've both been X-Men a long time…"

"I've watched you in training,"Wolverine told him. "You're a natural leader."

"Give you a chance to try out all those strategies you're meant to have studied,"Cable noted with a hint of sarcasm.

"What sort of force are we meant to use?"Havok queried. "I mean…this is Lorna."

"There's no doubt Lorna Dane is a victim in this,"Xavier confirmed. "And we shall do our utmost to save her. You are advised not to use killing force unless absolutely necessary…but be aware that she may try to kill you." He let the comment hang in the air. "If there are no further questions, I suggest we move out."

* * *

The area they were searching was mostly complete. Only a few pieces of scaffolding and the fact that the shop fronts were still boarded up, their names blank, stood as evidence of the ongoing construction work. Bishop led Angel, Colossus, Leech and Strong Guy down the corridor, looking about him as he did so.

"Does anyone see anything?"Leech asked.

"Do not talk,"Bishop instructed.

"I was just saying…"

"I have given you an instruction."

"Ahead,"Colossus interrupted, nodding.

The others followed his eyes and saw Polaris floating in midair. "Angel,"Bishop snapped.

Angel took off, flying towards her. He aimed a punch but Polaris was generating a magnetic field around her and the punches failed to connect.

"Colossus, metal skin,"Bishop ordered.

"Not a good idea,"Colossus pointed out.

Bishop nodded in acceptance. "Then, Guido, you hit me."

Strong Guy looked confused. "I'm sorry?"

"You heard."

Strong Guy punched Bishop in the back. Bishop absorbed the kinetic energy and blasted it at Polaris but it failed to have any effect. Leech stepped forward and directed his powers at Polaris. A look of shock crossed her face, then she fell to the ground.

"Well done,"she remarked. "You cancelled Lorna Dane's powers. But not mine." As Bishop approached her, she kicked him with superhuman force. He was knocked back into Colossus and Strong Guy, the three of them falling onto Leech. Her powers back, Polaris pulled a bolt out of the nearest piece of scaffolding and it struck Angel on the side of the head, stunning him. She disappeared round a corner, leaving the group slumped in a heap.


	6. Chapter 6

**CHAPTER 6**

Storm was leading her group – Gambit, Jubilee, Siryn and Wolfsbane – through another section of the estate. They were crossing a large open space with various stairways leading up and down, with spaces for shops along the edges. Jubilee leaned in close to Siryn. "Remind you of old times?"

"The bad old days,"Siryn agreed. Jubilee looked at her in shock.

"Stay alert,"Storm reminded them.

That was when Polaris came floating down from one of the upper staircases. "Looking for me?"she asked.

Gambit and Jubilee ran in opposite directions, flanking her. Gambit charged a playing card and threw it while Jubilee hurled her fireworks. Both were absorbed by Polaris' magnetic field.

"Lorna's powers are interesting, are they not?"Polaris asked. "But mine are much more fun." With that, she sent out a psychic pulse at both her attackers. Gambit and Jubilee clutched their heads and fell screaming to the ground.

Polaris landed, stalking towards her remaining opponents. She looked at Siryn and Wolfsbane in turn. "Stay where you are,"she snapped. The two girls froze like statues. Polaris approached Storm and ran a hand across her face, tilting her head almost tenderly. When she spoke, it was not with Lorna Dane's voice. It was a male voice. "My little Ororo. How you've grown."

Storm felt her gut twist in fear. She knew the voice, had heard it in her worst nightmares. "Farouk?"

Polaris shook her head. Except Storm knew now who it was moving this young woman's body, speaking through her mouth. She could see the malevolence in her eyes and recognised it well. The same horrifying voice came again. "I was Amahl Farouk for so long I almost came to believe it myself. For centuries. But that is not who I am. It never was. You can call me the Shadow King."

"The Shadow King?" Storm repeated the unfamiliar name.

The woman nodded. "I remember you, Ororo. You were one of the best. Sneaky suited you. You had talents but you knew when to use them. I was proud of you. Until you chose to forsake me. Until you chose Xavier."

Storm generated a wind, blowing her opponent away from her. For a moment, Polaris was driven back but then she stood firm. "Stay,"she ordered, still using the Shadow King's voice. Storm felt his mind pushing into her and gasped at the pain, even though she knew it was only a fraction of the pain he could inflict. She felt him reading her, stripping her innermost thoughts from her. "Logan,"he said with interest.

The knot in Storm's stomach was wound even tighter. "What?"

"I can feel him in your thoughts. Most interesting. Has someone finally found the way into the heart of our weather goddess?" Before she could react, the Shadow King had blasted her back with a mental bolt before flying away.

* * *

Wolverine, Rogue, Iceman, Cable and Multiple Man made their way through the edge of the construction area. They were effectively outside here, just a few girders showing where the remains of the building were still to be erected. Then Polaris came floating down. Wolverine unsheathed his claws. "Okay, lady. We want to help you. But we can do this the easy way or the hard way."

The Shadow King spoke with Lorna's voice again. "Perhaps I should show you just how easy certain things are." And with that she went into action in a blur of motion, striking Bobby in the stomach and following up with a blow to the head, throwing Cable over her shoulder so he lay in a crumpled heap and finally kicking Multiple Man back into a wall. She turned on Rogue and froze her, lifting a hand in front of the girl's face. "An interesting mind,"the Shadow King stated, using Farouk's voice again. "Such a conflicted creature. You loathe what you were but you fear what you have become. Where once you were a danger to your friends, now you are simply inadequate." She clicked her fingers and Rogue collapsed unconscious. "But you're not what I'm after."

"Who the hell are you, bub?"Wolverine asked.

"Your worst nightmare."

"Yeah? You haven't seen my worst nightmare." He took a step towards her…and then she gestured at him and he fell heavily to his knees.

"Magnetic powers,"the Shadow King mused. "So useful on one with an adamantium skeleton. I could pull that skeleton right out of your body." Wolverine gasped in pain as she began doing just that. "Or perhaps I could reduce your rib cage and crush your internal organs with it." Wolverine struggled not to cry out. It felt like his insides were under a hundred ton weight, slowly being crushed.

Then an object struck Polaris on the head. She looked round and saw dozens of duplicates of Multiple Man ringing the area. "Pick on someone your own size,"one snapped.

"As you wish." She lifted a girder out of the ground and landed it on one of the duplicates, crushing him. "You can lose as many duplicates as you like,"she noted. "But if the original dies, you all die. How to choose?" She shrugged. "Kill you all."

She began twisting the girder in mid air, causing it to surround all the duplicates in a lassoo. Then she began tightening it, pulling them closer and closer together until there was no air left between them, just bodies packed together, being slowly crushed. Multiple Man began reabsorbing his duplicates into himself, trying to ease the pressure but it made no different. Even when there was only the original left, the girder kept squeezing until with a final agonised scream his organs were crushed and he died.

"Lorna!" Polaris turned to see Professor X, Beast, Havok and Kitty running over. It was Havok who had spoken and who now unleashed an energy blast in her direction. She dodged it and looked at Wolverine. "I'll see you again,"she stated then flew off.

Havok looked at Madrox's body and hung his head.


	7. Chapter 7

**Thank you for everyone who left a review or added this to their favourite or follows list!**

* * *

**CHAPTER 7**

"What happened?"Storm asked. The surviving members of the X-Men and X-Factor had returned to the mansion, regathering their forces in the front room.

"It appears I have miscalculated,"Xavier conceeded.

Storm waited for him to be more forthcoming but he remained silent. "How?"she persisted.

"I believed that Amahl Farouk was what he appeared to be. An evil mutant, mortal, capable of being defeated by our usual tactics. But it seems he was something else. The Shadow King."

"What is the Shadow King?"asked Rogue.

"An entity. A creature from the darkest reaches of the psyche. Pure evil. It exists only to corrupt innocence, whether on a small scale as with the young thieves or something larger."

"And how do we beat it?"Bobby asked.

Xavier paused. "I am afraid I have no idea."

"Whatever you decide, you should not put me in charge of anything,"Bishop observed despondently. "My command abilities are clearly faulty."

"You didn't get anyone killed,"Cable reminded him.

Wolverine turned on him angrily. "Was that a dig at me?"

Havok caught his arm. "None of us blame you for James' death. But it's something we hope to avoid in future."

Gambit was looking out the window. "Ah, I hate to interrupt you,"he interjected,"but…incoming."

Everyone gathered around the windows. A dot could be seen in the sky, streaking towards them. As it got closer, they could see it was Polaris.

"Lorna,"Havok murmured.

"The Shadow King,"Beast corrected.

"Everyone, outside now!"Wolverine ordered.

The group moved to obey. Xavier stopped Kitty and Jubilee. "The two of you, remain inside and protect the students."

The pair nodded in agreement and hurried upstairs.

* * *

Polaris stopped, hovering in the air, as the massed group of mutants strung out in a line in front of her. "All you have seen me do and you still oppose me?"she asked, once more speaking with the voice of the Shadow King. Xavier pushed his way through the crowd and stared up at her. A smile spread across her face. "Ah, Charles Xavier. Do you challenge me?"

"What do you want?"Xavier asked.

"You forget, I have scanned the minds of your charges. I know what you hold here. Cerebros."

Xavier struggled to hide the concern he felt, grateful that his robotic body at least didn't show any physical symptoms of fear. "What use is that to you?"

"Do you really not know? The power to reach minds across the globe, to corrupt on a vast scale. I will bring out the darkest impulses of the whole world until the world you know is gone and all that is left is a world of shadows." The Shadow King gave a triumphant laugh. "And I will be its king."

"My X-Men will stop you."

"These? I can destroy their minds with a single thought." The Shadow King stared hard at the assembled group…and then stopped, looking confused.

Xavier turned to Wolverine and Storm. "I'm holding his psychic powers in check but it won't last forever. He can still use Polaris' powers against you. Stop him."

Wolverine looked round at Storm. "What do you think, Ororo?" But when she looked back at him, he saw an emotion in her eyes he'd never seen before: Fear. This creature represented the worst of her childhood nightmares. She didn't want to face it.

Wolverine turned to the rest of the group. "Colossus, Cable, Bishop, Strong Guy, you're our rearguard. Don't let this thing into the mansion whatever you do. The rest of you, flanking movement. Rogue, Bobby, Warren, Leech, go left. Beast, Havok, Siryn, Wolfsbane, Gambit, go right." He extended his claws. "Let's go to work."

* * *

Kitty and Jubilee stood outside the dormitory where the students had taken refuge, both of them on the alert. "You nervous?"Kitty asked.

"No,"Jubilee claimed, not looking round. She sensed Kitty's gaze on her and sighed. "Yes."

"Me too."

"Really? I thought you'd be an old hand by now, given how long you've been doing this."

"Trust me, it never gets easy. But we do it because we have to."

"You never think of just leaving?"

"Sometimes. But I'm not sure I could live with myself if I did. Anyway, all my friends are here."

Jubilee looked at the other girl. "Yeah, me too,"she said at last.

The building shook, dislodging a chunk of masonry from the roof. It fell towards Jubilee. Kitty grabbed her and phased both of them, allowing the chunk to pass through harmlessly.

Jubilee breathed a sigh of relief. "Thanks."

* * *

Polaris was using her magnetic powers to rip up any metal object she could find, pelting the group with them. Some of them struck the mansion, smashing dents in the brickwork. The group were left spending most of their time fending off the flying objects. "We need to stop this,"Rogue decided. "Jimmy?"

While Bobby and Angel protected him from flying objects, Leech focused his powers on Polaris. Instantly, the magnetic assault ceased. Wolfsbane changed into wolf mode and she and Beast leapt at their opponent but, even with Xavier and Leech cancelling most of her powers, the Shadow King's strength remained and she easily threw them off. Gambit hurled a playing card and the explosion knocked her away. She plunged into the opposite flank, knocking Bobby, Angel and Leech unconscious with a few well-placed blows, then grabbed Rogue by the throat. She spoke with Lorna Dane's voice. "Any move against me and I break her neck."

Wolverine gestured to the uncertain gathering. "Stay back."

Polaris turned her attention to Rogue, stroking her face. "So much potential. Let's see if we can realise it."

The smoke that represented the Shadow King's physical form began seaping out of Lorna's body. It became a cloud, surrounding the two young women, then it began disappearing again…except this time it was into Rogue's body. As the last of the smoke vanished, Polaris crumpled to the floor. And Rogue, the Shadow King, gave a malicious smile.

She turned to the still groggy Warren and grabbed his bare arms. "Don't worry,"she told him. It was Rogue's voice but the cruel tone somehow made it sound even more sinister than Farouk's. "I just want to borrow them for a bit."

Warren's eyes widened in pain and shock as he felt energy draining from his body into hers. Then she released him and he slumped to the ground. Wings sprouted from the back of Rogue's body, identical to Angel's. She turned to face the rest of the group and smiled. "Be seeing you,"she told them and flew off into the air.


	8. Chapter 8

**CHAPTER 8**

Polaris opened her eyes and found herself in the X-Men's medical centre. Grouped around her were Professor X, Beast and Havok. She sat up sharply. "Alex! I…"

He took hold of her gently but firmly. "Easy, Lorna. You're okay now."

"What do you remember?"Professor X asked.

"Everything." Lorna shook with fear at the memories. "I…I killed your friend."

"It wasn't you,"Havok assured her.

"Do you know why the Shadow King chose you as a host?"Beast asked.

Lorna nodded. "He knew who my father was. Even though I didn't. I'm not even sure he did."

"Who?"Xavier asked.

"Magneto." She gave an awkward shrug. "Guess that's one more strike against me."

"I think you'll find,"Xavier replied,"that neither Henry nor myself will judge a person on where they come from. Only on the person they are and what they do."

"We're going to go after the Shadow King,"Havok told her. "If there's anything you can tell us about what it's planning…"

Lorna shook her head. "It doesn't have a plan. It just lives to corrupt whatever it can find. Twist all the goodness out of people. But I will help you."

"Are you sure?"Beast asked.

Lorna gestured to the X-Factor uniform she'd been given prior to her training session, which the Shadow King had worn throughout the attacks. "I even look the part."

"Then I guess we've recruited you at last, Lorna,"Havok remarked.

"Call me Polaris. Just because the Shadow King gave it to me, doesn't stop it being my name."

* * *

Wolverine paused in the doorway. The fact that the room was in darkness didn't really bother him, his keen senses meant he could pick Storm out as easily as if it was light no matter how tightly she drew the blinds. "Is it time we talked?"he asked.

"There's nothing to talk about,"she answered.

"Yeah? I've known you a long time. Know you pretty well. Never seen you freeze like that. Not you."

"Maybe you don't know me as well as you think."

"Maybe I don't. So, you want to explain it to me?"

Storm turned to face him. "I've been afraid of the Shadow King since I was a child. Except then, I thought he was just a man. I could deal with that. But now it turns out he's something more. Something of the purest evil we've ever encountered. How do I deal with that?"

"Same way you always do."

"Which is?"

Wolverine smiled, walked over and put his arms round her waist. "With help. Well, with me, mostly, but the others will probably help as well."

Despite herself, Storm smiled and kissed him lightly.

* * *

Bobby sat on the bed, looking at Harmony in her cot. His daughter moved slightly, a smile on her face, content in her own little world. He wondered how long that would last, how soon she would be old enough to realise how dangerous the world her parents inhabited was. And if they didn't get Rogue back…

"How are you feeling?"

Bobby looked round to see Kitty standing in the doorway. He shrugged and turned away. "Dunno."

Kitty came into the room and sat down next to him. "She'll be okay, you know."

"Will she?"

"Well, Lorna's fully recovered."

Bobby tried to put his fears into words. "She drained Warren's powers."

"It's okay, he's got them back now."

"That's not what I meant. She's not supposed to be able to do that anymore."

"Warren always said that her mutant genes could be reactivated. I guess the Shadow King's done that."

"What if she can't turn back? What if I can't touch her again? What about Harmony, how are we going to explain to her that it's dangerous for Mummy to hug her?"

Kitty took his hand. "Let's just concentrate on getting her back first."

"You kids all right?"Wolverine asked as he and Storm appeared in the doorway.

Bobby pulled his hand away from Kitty's. "We're fine."

Wolverine nodded. "Professor's putting a team together. We're going after the Shadow King. Going to get him out of Rogue then give him what he deserves."

"Are you up to coming with us?"Storm asked.

Both Bobby and Kitty stood up. "We're ready,"Bobby confirmed.


	9. Chapter 9

**Thank you for the review, I was worried that last chapter was a bit short and came across as filler so the reassurance was very welcome. I read some Shadow King comics prior to writing this so I'm glad people think I've captured the character.**

* * *

**CHAPTER 9**

Bobby looked round at the rest of the group aboard the X-Jet: Wolverine, Storm, Kitty, Angel, Gambit, Havok, Polaris and Strong Guy. He was confident that most of them wouldn't do anything to harm Rogue but he wasn't so sure about the members of X-Factor. Both Havok and Strong Guy seemed eager to punish the Shadow King for their friend's death and he wasn't sure if they'd be quick to ease up just because they were in danger of hurting his host.

Storm was at the controls, being guided by Professor X's voice in her mind. "Start descent now,"he told her. "You're nearly at the location."

Wolverine noticed the plane's movement. "We here?"

Storm nodded. "We won't be able to get the exact landing site. We'll need to split up once we're on the ground." She brought the X-Jet down to a smooth landing then turned in her seat to address the others. "All right, we're going to quarter the area. Logan and myself, Bobby and Kitty, Warren and Remy, and Alex, Lorna and Guido. Any questions?"

Logan smiled at her. "Think you got it covered, teach."

* * *

The area they were in may once have been busy but now it was just wasteland, long abandoned streets lined with crumbling buildings. Havok, Polaris and Strong Guy walked down one of them. Polaris cast her eyes about nervously, picturing any number of scenarios where the Shadow King could attack them. Havok noticed her behaviour and fell into step with her. "Try not to worry,"he told her quietly. "You've shown how powerful you can be. You just need to find that strength."

"What if that was just the Shadow King?"

"It was you and you know it. You just have to believe in yourself."

"Back again?" The trio's attention was immediately drawn to the hail. It was Rogue's voice and body but there was no mistaking the Shadow King's attitude. She looked at them dismissively. "You never learn."

Strong Guy ran at her. As he got within range, she grabbed his face with her bare hands, stopping him in his tracks. She kept her skin in contact with his, causing him to grow weaker and weaker at her touch. His skin began to blacken.

Havok tried desperately to flank her but every time he tried to dart forwards she took a step back, keeping Strong Guy between him and her. "Guido!"he shouted. "I can't get a clear shot!"

But Guido was no longer in a position to answer or do anything in response to the plea. He opened his mouth and let out a soul-destroying scream as the life drained from him. Rogue lifted up his lifeless body and hurled him to the ground. "You people break so easily,"she remarked. Havok made to fire at her but she stopped both him and Polaris in their tracks with a look. "Now, what to do with you two?"she asked. "I could burn out your brains with a thought. Or slowly drain away your lifeforce, adding your powers to mine and Rogue's. But I think I'll just do this." She swiped them casually with her arms, with devastating effect. They were sent flying in opposite directions, hitting the buildings either side and slumping unconscious. Rogue smiled. "I guess that's why you called him Strong Guy."

* * *

Kitty struggled to keep pace with Bobby as he ran through the streets. "Slow down!"she shouted.

"Those sounds came from over here,"Bobby insisted. His words were proved true a moment later as he saw Rogue walking out of a side street ahead of them. "Rogue!"he shouted and she turned round. "Rogue, it's me, Bobby."

Rogue stared at him in confusion. "Bobby? What's been happening?" He took a step towards her, then the malevolent smile returned to her face, reminding him he was dealing with the Shadow King. "Sorry, boy. You don't get your girlfriend back that easily."

She turned to go but Bobby used his powers to freeze the air in the direction she was heading, causing a wall of ice to appear in her path. "Give her back to me,"he demanded.

"You really think you can stop me?" Rogue made a gesture and stopped both Bobby and Kitty in their tracks. "Now what can I do to you to show you just how futile you are against me?" Moving under the Shadow King's influence, as if they were nothing more than puppets, Bobby and Kitty turned towards each other. Bobby raised his hand and gently caressed Kitty's face. He felt a knot in his stomach and could see the fear in her eyes. He heard the Shadow King continue to speak with Rogue's voice. "I can see in your minds. See the way you look at each other when you think no-one else is looking. See your secret desires, your darkest fantasies, the ones you tell yourselves you have to deny out of loyalty to others. So I'm going to give you a gift. I'm going to let you act out those fantasies."

And then Bobby and Kitty were kissing, an eruption of passion as the Shadow King's influence overwhelmed them. They sank to the floor, fumbling to remove their clothes, to touch every part of each other's bodies.

And Rogue, the Shadow King, watched it all, revelling in their humiliation.

* * *

"If you were the Shadow King, what would be doing now?"Wolverine asked.

Storm was surprised by the abruptness of the question. "I don't know."

"It's what we should be asking ourselves. If we don't understand this thing, gonna be hard to beat it."

Storm shook her head. "I don't think I want to understand something like that."

Wolverine stopped in his tracks and took hold of her arm, turning her to face him. "Ororo, are you sure you're up to this?"

"You think I'm not?"

"I asked the question."

Storm sighed. "I guess I'll know if I see it again."

Wolverine nodded. "Well, maybe we'll get lucky and one of the others will take the Shadow King out before we run into it."

"I don't want that,"Storm replied. "The only way I'm ever going to stop being scared is if I face it again."

* * *

Bobby and Kitty sat on the ground, replacing their clothes, neither looking at the other. The Shadow King was gone and its influence was gone with it. Only the memories remained.

Bobby zipped up his uniform and risked a glance at Kitty, relieved to see she was now fully clothed as well. "Are you all right?"

She met his gaze and he felt the understanding there, the silent empathy. She nodded. "Yes."

He felt the need to put their thoughts into words. "What we just did…"

"It wasn't us,"she reminded him quietly.

Bobby wished he could be so sure. "Wasn't it?"

That was when Angel and Gambit appeared, coming down the street behind him, Angel flying on ahead as Gambit jogged after him. They saw their two comrades on the ground and hurried over. Angel landed next to Kitty and helped her to her feet. "Are you all right?"

She nodded as Bobby scrambled to his feet also. "I'm fine."

"What happened?"Gambit asked.

"She was here,"Bobby replied. "Rogue. The Shadow King." He held Kitty's gaze, seeing the awareness of their shared pain. "We couldn't stop her."


	10. Chapter 10

**Thank you to everyone who's left a review on this or one of the other stories in this series. I was aware that what the Shadow King did in the last chapter was very nasty but I felt it was inkeeping, hope no-one was too disturbed.**

* * *

**CHAPTER 10**

The living room of the mansion was full again. Professor X awkwardly patted Havok on the shoulder, while Polaris had hold of his hand. Nearby, Colossus and Siryn were talking to Wolfsbane in hushed tones: She and Havok were now the only surviving members of the original X-Factor team that Henry Guyrich had put together.

"We need a plan,"Xavier announced. All eyes fell on him, an unexpectant silence hanging in the air. "We can't just go after the Shadow King, face it on its own terms and try to improvise. We need to work out a strategy and bring the Shadow King to a place of our choosing."

"Sounds like an idea, prof,"Wolverine agreed. "Only problem is, the Shadow King isn't the type to just do what we want."

"Every trap needs bait,"Xavier answered.

"What did you have in mind?"Beast asked.

"Me."

A stunned silence followed the announcement. "Professor, it's too dangerous!"Jubilee protested.

"I am aware of the danger. But the Shadow King desires a challenge. A battle of the mind with a truly powerful telepath. And if you'll excuse me the conceit, I am the only real candidate."

"You intend to let it fight you?"Gambit asked.

"No, that would be tantamount to suicide. I will serve as the lure to draw the Shadow King here, issuing a challenge safely with Cerebro. And that is when we will spring our trap."

"But what can we do to trap it?"Colossus asked.

"I do have an idea." Xavier's eyes fell on the X-Men's field leader. "But it will all depend on you, Storm."

* * *

A large group was lined up in front of the mansion: Wolverine, Bobby, Kitty, Angel, Gambit, Jubilee, Leech, Cable, Bishop, Beast, Havok, Polaris, Wolfsbane, Colossus and Siryn. Bobby noticed the looks that Warren was giving him, looks filled with bitterness and hostility. He motioned for Kitty to come over to him. "What's up with Warren?"

Kitty averted her eyes slightly. "I told him. What happened to us. I couldn't keep it from him."

"Seriously?" Bobby looked at Warren aghast. "No wonder he looks like he wants to kill me, he thinks I slept with his girlfriend."

"That's not how it happened, I told him that, it wasn't us."

"I get that but does he?"

"Hold the line!"Bishop snapped and the two youngsters moved back into position.

"She's coming,"Polaris stated.

No-one moved. They just stood in position, watching the figure approach over the fields. Finally, she came in view. Rogue. She stopped several yards away from them and spoke with the voice of the Shadow King. "Where is Charles Xavier?"

The group parted slightly and Professor X walked between them, stepping into view. "I am here, Amahl. As promised."

"You intend to pit yourself against me?"

"Well, that was the offer I made but I was thinking that someone else might be more of a challenge."

The Shadow King titled Rogue's head slightly, regarding the assembled mutants. "One of these?"

"Not exactly."

Which was when Storm, who had been watching it all from the mansion roof, swooped down, grabbing Rogue and carrying her off into the air.

Instantly, storm clouds gathered around them, pelting them both with wind and rain. The pair wrestled in midair. Storm could see Rogue's face up close, see the hatred of the Shadow King in the younger woman's expression and hear that voice from her nightmares. "You dare to stand against me, little Ororo? You think you can challenge me?"

"I think I can beat you, evil one!"Storm shouted defiantly. And that was when the lightning started, great blasts of electricity striking their bodies, surrounding them with brilliant light.

Down on the ground, the others were watching the duel helplessly. "We should do something,"Cable insisted.

"It's taking all my effort to hold the Shadow King's mental powers in check,"Professor X replied. "If he had access to them, Storm wouldn't stand a chance."

"She knows what she's doing,"Wolverine replied, hiding his own fears for the safety of the woman he loved. "Let her do her stuff."

Rogue's bare hands were touching Storm's face, the Shadow King trying to wrest her storm powers from her but it was making no difference, the storm was raging around them and assaulting them, even as Storm slumped into unconsciousness in the Shadow King's arms. The Shadow King raised his head and let out a scream of fury, as his mist form poured out of Rogue's open mouth and her eyes and nose, coalescing into steam which was lost in the clouds. Instantly, Rogue lost consciousness as well and both she and Storm dropped like stones.

Havok nodded to Polaris who ran forward and focused her powers on the pair, latching onto every piece of metal on and around their bodies, using it to slow their descent. She grimaced in agony at the concentration required but gradually they slowed down, hitting the ground softly.

Wolverine and Bobby ran forward to check on the pair. Wolverine was relieved to feel Storm's pulse. "She's out but she's breathing. Think she'll be okay."

"Rogue too,"Bobby agreed. "But what about the Shadow King?"

"It left Rogue's body,"Professor X noted,"but I don't think it was destroyed. I think it's gone somewhere."

"But where?"asked Siryn.

"What about here?"asked the voice of the Shadow King, suddenly painfully close.

They all spun round to see a large male figure striding across the lawn. When the face became visible, all who recognised it gasped.

It was Amahl Farouk.


	11. Chapter 11

**Thank you for the review! Don't worry, there won't be many more cliffhangers...**

* * *

**CHAPTER 11**

The large group of mutants continued to stare at their opponent for a long time. Finally, Jubilee said what they were all thinking. "But…we killed you."

Even though the Shadow King was now back in the body where his voice had come from, it sounded no less sinister. "I have used this body for centuries. Kept it young, repaired it when it became damaged. I know it better than any of you has ever known your own bodies. Making it suitable to hold me again was child's play. Now. You have brought me much amusement but your constant interference is starting to become tiresome. I think I shall have to kill you now."

Those present began to feel pain in their heads, slowly increasing. But before it became unbearable, Professor X stepped forward. "Is that what you want, Shadow King? A simple killing? I challenged you before. It still stands."

"Professor, are you sure this course of action is entirely wise?"Beast asked quietly.

"You said trying to fight the Shadow King like this would be suicide,"Havok added.

"Maybe so. But it's also our only chance. The Shadow King cannot be destroyed on the physical plane. Our only hope is to combat it on the astral plane."

"And what of these?"the Shadow King asked, gesturing to the X-Men and X-Factor. "While I am immobile and in combat with you, will they attack my physical form? Its destruction may not be a permanent setback but it is inconvenient."

"They will do nothing to harm you,"Professor X promised.

"Forgive me if I do not merely take your word for it. Perhaps we should make this more interesting." The smoke of the Shadow King emerged from Farouk's body and enveloped the mutants, tendrils touching each of their heads. Some tendrils glanced off but others penetrated deeper. Then the smoke withdrew back into Farouk's body and both he and Xavier sat down on their haunches, entering a trance.

For a moment, Wolverine thought nothing had happened. Then he looked at Angel and saw the utter hatred and anger in the other man's eyes. Angel raised a hand in a fist. "Dark X-Men, to me!"

At that, Cable, Bishop, Colossus, Siryn, Leech and Wolfsbane detached themselves from the group and moved to stand with him, looks of pure hatred on their faces.

Beast, Iceman, Kitty, Gambit, Jubilee, Havok and Polaris grouped around Wolverine, looking to him for guidance.

Wolverine sighed. "Well, this is gonna be fun."

* * *

Professor X gave a scream of pain. He was on his knees, his upper body completely bare, as the Shadow King, still in Amahl Farouk's form, whipped him.

"I expect you've almost forgotten what it's like,"the Shadow King remarked. "Pain. Here on the astral plane, you can experience the true range of human sensation, unlike in that metal husk that normally contains your consciousness." He brought the whip down again, prompting another cry of pain. "You should be grateful."

* * *

Wolverine unsheathed his claws as Colossus came charging at him. "You really want to do this, kid?"

"All metal will beat half metal,"Colossus retorted.

Wolverine shrugged. "Age before beauty."

Leech directed his powers towards Havok. "See what you can do now,"he suggested.

Havok shrugged. "Okay." He drew back a fist and punched Leech unconscious.

Gambit, Kitty and Jubilee had teamed up together against Cable and Bishop. Gambit charged up a playing card and hurled it at the pair but Bishop simply absorbed the energy and fired it back at him, knocking him out. Kitty shot a worried look at Jubilee. "We work together, okay?" But before she could say any more, Bishop aimed his energy at her as well, with Cable firing his eye laser at her. Even though she phased, she still writhed in pain at the onslaught.

Jubilee summoned up some fireworks and hurled them. They exploded around Cable and Bishop, causing them to break off their attack. Kitty began breathing again, sucking in air gratefully. "Thanks."

Jubilee nodded. "Together, right?"

Wolfsbane converted into wolf mode and launched herself at Beast. "What an interesting conundrum," he remarked. "However, I believe self-preservation will override any concern for the unfortunate reasons for your betrayal." He kicked her away. She hit a tree and was knocked out. "Apologies."

Meanwhile, Siryn directed her scream at Polaris. The older woman clapped her hands over her ears but kept enough attention to disassemble a pylon, causing the parts to wrap around Siryn. Siryn began using her scream to try and shatter the metal but Polaris concentrated too, holding it together, until Siryn's energy exhausted and she lapsed into unconsciousness.

* * *

The Shadow King brought the whip down again but this time it clattered against metal. Professor X stood up, now dressed in body armour, a sword in his hand. "I think I've begun to get the hang of this,"he remarked. He thrust at the Shadow King, driving him back.

The Shadow King concentrated and he too was dressed in armour. "You're learning, Xavier,"he remarked and then thrust a spear through his opponent's chest. "But you haven't learned enough."

* * *

Angel was flying high above Iceman, pelting him with branches he tore from the trees around him. Iceman was trying to hurl balls of ice at him but none of them was going high enough.

Then, a lithe female figure in X-Men uniform went flying up at Angel. She delivered a punch to his chest that knocked the wind out of him, causing him to fall. As he was about to hit the ground, she swooped down, catching him and bringing him into a safe landing. Then she turned on Colossus, still battling Wolverine. She hurled the metal man at Cable and Bishop, leaving them in an unconscious heap.

Wolverine, Iceman, Kitty, Jubilee, Beast, Havok and Polaris all stared in bewilderment at their saviour. "Rogue?"Bobby asked. He took a step towards her.

Rogue took a step back. "Don't touch me,"she warned him quietly.

* * *

Professor X sank to his knees, gasping for breath as his lifeforce drained out of the wound in his chest. The Shadow King stood over him triumphantly. "Any more tricks, Xavier? Or is this truly the end?"

Xavier looked up at him. "Just one."

The Shadow King saw a large group suddenly appear behind Xavier. The X-Men. The current members were there: Wolverine, Storm, Bobby, Rogue, Kitty, Warren, Gambit, Jubilee, Leech, Cable and Bishop. So were those who had left the group: Beast, Banshee, Colossus and Siryn. Even those who had fallen in battle: Cyclop, Jean Grey and Nightcrawler.

The Shadow King looked away dismissively, knowing they were only the creations of Xavier's mind. "They couldn't beat me in reality, you think they could do so here?"

"You're forgetting." Xavier got to his feet, his injury suddenly gone. "The normal physical laws don't apply here. They are powered by my belief in them. Tell me, is there anything or anyone that you believe in?"

The Shadow King's eyes widened in realisation, just before the X-Men constructs all charged at him together.

* * *

And in reality, the real X-Men spun round as Amahl Farouk's body exploded in white light, leaving no trace he had been there. Those corrupted by his power began clambering to their feet, shaking their heads to clear them.

Professor X stood up and turned to face them. "It's over,"he said at last. "The Shadow King is dead."


	12. Chapter 12

**CHAPTER 12**

Rogue and Bobby stood by Harmony's crib, looking down at their daughter. Rogue was wearing gloves and clothes which covered virtually her whole body apart from her base. "What if I can't touch her?"she asked. "What if I can't touch anyone?"

"We don't know what powers you've got now,"Bobby pointed out. "I mean, you must have got that flying power from Storm and the strength from Guido but it's not like you're causing tornadoes everywhere. Maybe the genes became dormant again once the Shadow King left you."

"You could ask Warren."

Bobby shook his head. "We're not exactly talking right now." It was another subject they hadn't really addressed. "Rogue, what happened…"

"It wasn't you,"Rogue reminded him. "Someone made you do it. _I_ made you do it." She took a deep breath. "I know you like her and I think if I hadn't come along, maybe something would have happened between you two. But I know that you'd never have done that by choice."

Bobby took her gloved hands. "I love you,"he said quietly. He began pulling her gloves off.

"Bobby,"Rogue said warningly.

"We need to know."

"But I don't want to hurt you. Or Harmony."

"You won't by choice." He grasped her bare hands and braced himself.

Nothing happened.

Both of them let out breaths they hadn't even known they'd been holding and softly kissed.

* * *

A jet was waiting on the lawn to take X-Factor away. Professor X stood with Beast, Havok and Polaris. He glanced at Lorna. "Are you sure I can't invite you to join the X-Men?"

Polaris shook her head. "I think after everything that's happened, I kind of owe it to X-Factor to join them."

"You seem to take all the good recruits these days,"Xavier told Beast before shaking hands with him and Havok. "Good luck to you."

Nearby, Jubilee hugged Siryn and Colossus goodbye. Then she ran over to where Gambit was walking towards the front gate. "Remy! Where are you going?"

"Some friends are setting up a hostel for the children the Shadow King used but they're in need of funds. I thought I'd go and get some."

Jubilee smiled. "Can I help?"

"Ordinarily, cherie, yes. But this time I need you to look after something else." He nodded towards a bench beside the mansion and the lonely figure sitting there.

Jubilee went to join Kitty with some trepidation. Despite their fighting alongside each other, she still wasn't sure if they were exactly friends. "Can I sit?"

Kitty looked up. "I thought you'd be saying goodbye to Therese."

"I have done. It didn't take long. I thought having her back here but would be like old times. But I think I'm an X-Man more than I'm her friend." Kitty gave a nod which Jubilee took as an invitation to sit. "What's up?"

"Warren,"Kitty said. "Something happened and…he's having a hard time accepting it."

"Well…maybe you're the one who should be doing something else."

Kitty looked at her for a moment, then she smiled and nodded and headed towards the mansion.

* * *

Warren was lying on his bed facing the window, pretending to be interested in the training session Cable and Bishop were running on the lawn. Kitty entered the room. "Can we talk?"

Warren turned to face her. "I don't know, can we? I know I'm being unfair, Kitty, but I'm not sure I can get past what happened."

"I'm the one it happened to,"Kitty reminded him. "I didn't want any of this."

"I suppose so. But there's always been something between you and Bobby, hasn't there? Even if you don't admit it. I was your second choice and now…"

Kitty went over to the bed and took his hand. "Warren, you're my only choice. I'll walk away from this if you want me to but it's not what I want. I love you."

Tentatively, Warren leaned forward and softly kissed her. She smiled and lay down next to him, cuddling up to him.

* * *

Logan brought the breakfast tray into the room where Storm was sitting up in bed. "Don't expect this treatment every day but so long as you're recuperating…"

"I must get beaten up by a psychic entity more often."

"Well, at least you planned to get beaten up. Most of us just did it by accident." He placed the tray down in front of her. "How you feeling?"

"Like I've had a weight on my shoulders my entire life and it's been lifted."

"Good." He kissed her gently. "Guess the future's bright then."

* * *

**Any comments on this chapter or the story as a whole greatly appreciated!**


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